FINLI USER TERMS OF SERVICE

Last Updated: April 28, 2020

1. Your Acceptance

The Finli User Terms of Service is a legal agreement (this “Agreement”) between you (“User” “you” or “your”) and Finli, Inc. (“Finli,” “we,” “our” or “us”). As used in this Agreement, the “Service(s)” refers to Finli’s Payment Services (defined below) and Virtual Class Services (as defined below) and any other services, as well as our website, any software, programs, mobile applications, data, documentation, tools, hardware, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by Finli, directly or indirectly. This Agreement incorporates by reference all policies, including but not limited to Finli’s Privacy Policy (https://www.finli.com/privacy-policy), the “Zoom Terms of Service,” (https://zoom.us/terms) notices, and other content that appear on our website at www.finli.com and mobile apps (collectively, the “Platform”).

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By clicking “I agree”, accessing, or using the Platform you agree to be bound by this Agreement and the Privacy Policy. We may amend this Agreement or the Privacy Policy and may notify you when we do so. PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS. If you do not agree to this Agreement or the Privacy Policy please stop using the Services immediately and do not access or use our Platform. If you wish to initiate a Charge (as defined by the “Finli Service Agreement”) you must enter into the Finli Services Agreement with us.

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2. The Services

Finli may provide tools and services for Users to payments by card and bank transfers, engage in financial transactions, and in addition may offer reporting tools (collectively, the “Payment Services”). Finli may also provide tools and services for Users to interact with other Users by way of online video or virtual classes hosted, organized, taught, provided, or conducted by another User (the “Virtual Class Services”) (collectively, the “Services”). Finli’s Services including any Payment Services or Virtual Class Services are constantly evolving and may change from time to time without notice to you. Finli may cease or suspend any Services including any Service features at any time in our sole and absolute discretion. New features offered will also be subject to this Agreement. User agrees that as a condition for Finli to render the Services to “End User” (as defined in Section 33 below), you must authorize Finli to send you messages, by way of telephonic messages or electronic communications related to any Charges, fees, or expenses related to the Payment Services or Virtual Class Services and the contractual relationship between you and the Finli Customer Owner (defined below). Finli may use the Zoom.us online video hosting and meeting software, and User’s use of this feature will be governed by the Zoom Terms of Service. The Virtual Class Services including all service levels, maintenance and uptimes and downtimes shall be subject to the Zoom Terms of Service.

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3. User Information and Accounts

Users must register with Finli prior to accessing the Platform or using any Services. To register, a User must provide us with information, as required in order to create an account (“Account”). You are required to provide truthful, accurate, and up-to-date information when registering for an Account. We reserve the right to verify your credentials and to deny or revoke any Accounts at our discretion. You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them. When you register for an Account, you may be asked for financial information, or information we use to identify you, your representatives, principals, beneficial owners, and other individuals associated with your Account. Users are solely responsible and liable for any activities or actions taken under their password and Account, whether or not you have authorized such activities or actions. Finli shall not be liable for any loss or damage arising from the failure of any User to keep his or her password or account secure. Throughout the term of this Agreement, we may share information about your Finli Account with our third party contractors in order for you to use the Payment Services and Virtual Class Services, monitor transactions and other activity, and conduct risk management and compliance reviews. We will review and may conduct further intermittent reviews of your Account information to determine that you are eligible to use the Payment Services and Virtual Class Services. You authorize us and our affiliates to obtain from third parties financial and credit information relating to you in connection with our determination whether to accept this Agreement and our continuing evaluation of your financial and credit status. You agree to notify Finli immediately of any unauthorized use of your account or any other breach of security. If you are registering on behalf of a legal entity, you represent and warrant that you are authorized by the legal entity to create an Account on its behalf and you represent and warrant that you are authorized by the legal entity to incur financial obligations and enter into legally binding agreements on its behalf. Where Finli permits additional authorized users to use your User Account (“Permitted User”), User shall be solely responsible for monitoring all Permitted Users and User shall be solely liable for all acts and omissions of any of its Permitted Users, whether User has authorized such acts or omissions, including all damages and/or losses.

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4. Access and Ownership

After registering, where required, we shall grant Users access to the Platform as permitted by us and in accordance with this Agreement. All rights not explicitly granted are reserved for Finli. Where you download software to access our Platform, we grant you a limited, fully revocable, non-exclusive license to download one copy of our mobile application to access the Platform onto each of your electronic device(s). If you breach this Agreement, your access or license to use our Platform may be terminated at our discretion. Additionally, we may revoke your access or license to use our Platform if we believe that your actions may harm us, our business interests, or any third party rights. Failure by us to revoke your access does not act as a waiver of your conduct. User agrees that the structure, organization, and code of the Platform along with all software components and related services are proprietary to Finli and/or Finli's licensors. Finli and/or its licensors retain exclusive ownership of the Platform, any documentation, information and any and all other intellectual property rights relating to the Platform.

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5. User Privacy

We value your privacy and understand your privacy concerns. Our Privacy Policy is incorporated into this Agreement, and it governs your submission of information to our Platform. Please review our Privacy Policy so that you may understand our privacy practices. All information we collect is subject to our Privacy Policy, and by using the Platform you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

6. No Endorsement of Third Party Services

Aside from Payment Services and Virtual Services, Finli may make available other Services through the Platform which may include hosting of online group classes and class scheduling. USER (WHETHER AS A FINLI CUSTOMER OWNER, END USER, OR OTHERWISE) ACKNOWLEDGES THAT THE PLATFOMR MAY ALLOW USERS TO INTERACT WITH OR PROVDE THIRD PARTY SERVICES DIRECTLY FROM ONE USER TO ANOTHER USERS (“THIRD PARTY SERVICES”). USER AGREES THAT FINLI DOES NOT PROVIDE ANY THIRD PARTY SERVICES AND DOES NOT RECOMMEND OR ENDORSE ANY USER OFFERING ANY THIRD PARTY SERVICES. ALL USERS PROVIDING THIRD PARTY SERVICES ARE INDEPENDENT CONTRACTORS WHO ARE NOT EMPLOYED BY FINLI OR FINLI’S AFFILIATES. FINLI HAS NO RESPONSIBILITY OR LIABILITY FOR ANY THIRD PARTY SERVICES PROVIDED TO ANY USERS, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE. FINLI IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY USER AND. BY USING THE FINLI PLATFORM, THE USER AGREES TO HOLD FINLI FREE FROM ANY RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE THIRD PARTY SERVICES. FINLI IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH OR USE OF ANY THIRD PARTY SERVICES.

THE QUALITY OF ANY THIRD PARTY SERVICES IS ENTIRELY THE RESPONSIBILITY OF THE USER WHO ULTIMATELY PROVIDES SUCH THIRD PARTY SERVICES. USER AGREES THAT BY USING THE FINLI PLATFORM, YOU MAY BE EXPOSED TO THIRD PARTY SERVICES THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOUR USE OF SUCH THIRD PARTY SERVICES IS AT YOUR OWN RISK

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7. Use of the Platform

When using our Platform, User is responsible for its use of the Platform. You agree to the following:

You may not copy, distribute, access, or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”;

You may not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Platform;

You may not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract data;

You may not use automated bots or other software to send more messages through our Platform than humanly possible;

You may not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake;

You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it;

You may not access our Platform in an attempt to build a similar or other competitive product;

You may not use the Platform in an unlawful manner;

You may not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;

You may not collect or harvest any personally identifiable information, including account names, except where permitted, from the Platform;

You may not impersonate any person or entity or misrepresent your affiliation with a person or entity;

You may not violate or infringe other people's intellectual property, privacy, or other contractual rights while using our Platform;

You may not violate any requirements, procedures, policies or regulations of networks connected to Finli;

You may not sell, lease, loan, distribute, transfer, or sublicense the Platform or access to it or derive income from the use or provision of the Platform unless enabled through the functionality of our Platform;

You may not interfere with or disrupt the Platform;

You may not violate any US state or federal laws or regulations and you solely are responsible for such violations;

You agree not to use the Platform in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.

You agree that you will not hold Finli responsible for your use of our Platform; and

You agree not to cause, or aid in, the disruption, destruction, manipulation, removal, disabling, or impairment of any portion of our Platform, including the de-indexing or de-caching of any portion of our Platform from a third party’s website, such as by requesting its removal from a search engine.

If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Additionally, if we believe that your actions may harm us or a third party we may suspend or terminate your use of the Platform. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Finli reserves the right to suspend or terminate any account at any time without notice or explanation.

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8. Acceptable Use of the Services

Some of the Services provided may allow Users to interact with other Users of the Platform.User agrees that it shall not use the Services to:

Do anything that threatens, exploits or otherwise harms children or third parties

Do anything that is inaccurate, fraudulent, misleading, or otherwise untruthful.;

Deliberately intimidate, defame, bully, harass or stalk other Users;

Promote any User Content or activity that is harmful, obscene, or indecent including but not limited to nudity, violence, gore, pornography, or sexually explicit or indecent;

Violate any third party intellectual property rights;

Violate any User or third party privacy rights or rights to confidentiality; and

Post any User Content that would be considered spam, unlicensed advice, or is unsolicited marketing.

If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform and any associated Services may at our discretion be terminated or suspended. Additionally, if we believe that your actions may harm us or a third party we may suspend or terminate your use of the Platform. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Finli reserves the right to suspend or terminate any account at any time without notice or explanation.

9. User Content

User’s ability to submit or transmit any information through the Platform, including but not limited to data, written content, images, text, or any other information will be referred to as “User Content” throughout this Agreement. Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. We take no responsibility for any User Content submitted to the Platform and make no endorsements related to any User Content whether express or implied. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion.

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When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content, you have paid any fees to use or license the User Content, or you otherwise have the permission and right to use any User Content. Furthermore, you represent and warrant that all User Content is legal and the User Content does not interfere with any third party rights or obligations.

When you submit any User Content to us, you grant Finli, its partners, affiliates, Users, representatives and assigns a non-exclusive, unlimited, fully-paid, royalty-free, irrevocable, world-wide, universal, transferable, assignable license to display, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works, or use and reuse all or part of your User Content for any purpose deemed by us. Additionally, you grant to Finli a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Platform any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of our Platform. We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to you. Where any User Content is submitted we shall store such User Content in a secure and confidential manner that is compliant with our internal storage policies.

10. Marketing and Publicity

User agrees that the license granted within Section 9 of this Agreement allows Finli to advertise or use for its business purposes any User Content submitted by User or a third party in connection with the Services. Further, User grants Finli the right to use your name, image, voice, persona, photo, performance, likeness, personal information, company name, and/or logo without any further compensation in conjunction with the User Content submitted Where requested, User agrees to reasonably cooperate in executing any publicity releases related to Finli’s use of any associated User Content.

11. Platform Availability

Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform uses remote access and may not always be either 100% reliable or available. Only Users who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results.

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12. Modification of Platform

We reserve the right to alter, modify, update, or remove the Platform or any portions thereof, at any time at our discretion. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications or provide you access to previous versions of our Platform. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal or other purposes.

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13. Intellectual Property

The name “Finli”, the Finli Platform along with the design of the Finli Platform and any text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein ("Marks"), are owned by or licensed to Finli, subject to copyright and other intellectual property rights under US and foreign laws and international conventions. Finli reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution of anything contained within the Platform unless we have given express written permission.

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14. Idea Submission

We value your feedback and where applicable you may submit ideas, content, artwork, suggestions, or other works (“Submissions”) to Finli. Where you submit any Submission, you agree that: (1) your Submissions and their contents will automatically become the property of Finli, without any compensation to you; (2) where such a grant in sub-section (1) is not possible, your Submission shall be subject to the User Content license grant as stated within this Agreement ; (3) Finli may use or redistribute the Submissions and their contents for any purpose and in any way; (4) there is no obligation for Finli to review the Submission; and (5) there is no obligation to keep any Submissions confidential. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Finli’s products might seem similar to ideas you submitted to Finli.

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15. Disclaimer

WE PROVIDE THE SERVICES, THE PLATFORM, AND FINLI INTELLECTUAL PROPERTY “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY FINLI OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES –WHETHER ORAL OR WRITTEN – CREATES OR IMPLIES ANY WARRANTY FROM FINLI TO YOU. FINLI DISCLAIMS ANY KNOWLEDGE OF, AND DOES NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT FINLI WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF THE SERVICES IS DONE AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH USE, ACCESS, OR DOWNLOAD OF THE SERVICES. YOU UNDERSTAND THAT FINLI MAKES NO GUARANTEES TO YOU REGARDING ANY SERVICES. FINLI DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE FINLI PLATFORM AND/OR ANY SERVICES. FINLI DOES NOT CONTROL ANY THIRD PARTY LINKS, SERVICES, GOODS, RESOURCES AND INFORMATION ON THE PLATFORM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FINLI MAKES NO WARRANTIES REGARDING THIRD PARTY SERVICES, GOODS, RESOURCES AND INFORMATION INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD PARTY SERVICES, GOODS, RESOURCES OR INFORMATION.

NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.

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16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FINLI, ITS PROCESSORS, SUPPLIERS, LICENSORS, PAYMENT NETWORKS, OR ANY BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE OR PLATFORM. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF FINLI, NOR ANY OF ITS EMPLOYEES, REPRESENTATIVES, AGENTS, VOLUNTEERS, ATTORNEYS, MANAGERS, LICENSORS, AFFILIATES, BUSINESS PARTNERS, SUPPLIERS, OR VENDORS, ARISING FROM, RELATING TO, OR CONNECTED WITH THE SERVICES, THIS AGREEMENT, OR YOUR USE OF THE PLATFORM EXCEED $1000.00 USD OR THE FEES PAID TO FINLI BY YOU IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF FINLI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

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17. Release

If you have a dispute arising from, related to, or connected with your use of the Services, or the information, content, documents materials or products made available through the Services, you hereby release Finli and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns from all claims, demands, causes of action, liabilities, legal fees and costs, and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, arising out of or in any way connected with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

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18. Indemnity

You will indemnify, defend and hold us and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) any actual or alleged breach of this Agreement or any associated Finli policies, including without limitation any violation of our policies; (b) your wrongful or improper use of the Service; (c) any transaction you partake in using the Payment Services and Virtual Class Services; (d) any liability we incur that results from your use of the Payment Services and Virtual Class Services, (e) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (f) your violation of applicable Laws (defined below); (g) your interactions with any third party, any act or omission by another user, or your use of any Third Party Services; and (h) any Permitted User or other party's access and/or use of the Service with your unique username, password or other appropriate security code. Finli reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.

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19. Copyrights

We take copyright infringement very seriously. If you believe that any content owned by you has been infringed upon please send us a message which contains:

Your name.

The name of the party whose copyright has been infringed, if different from your name.

The name and description of the work that is being infringed.

The location on our Platform of the infringing copy.

A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.

A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

You must sign this notification and send it to our Copyright Agent: Copyright Agent of Finli, info@Finli.com

Counter Notice

In the event that you receive a notification from Finli stating content posted by you has been subject to a copyright takedown notice, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:

Your name, address, email and physical or electronic signature.

The notification reference number (if applicable).

Identification of the material and its location before it was removed.

A statement under penalty of perjury that the material was removed by mistake or misidentification.

Your consent to the jurisdiction of a federal court in the district where you live (if you are in the U.S.), or your consent to the jurisdiction of a federal court in the district where your Vendor is located (if you are not in the US).

Your consent to accept service of process from the party who submitted the takedown notice.

Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice in accordance with the takedown notice instructions above.

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20. Choice of Law

This Agreement and any Dispute will be governed by California law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.

21. Disputes

a. Informal Negotiations. If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact Finli support at support@finli.com with any dispute. If we cannot resolve your concerns, we agree to an informal dispute resolution process requiring an attempt to negotiate any dispute (except those “Disputes,” as defined below and expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding.

b. Binding Arbitration. Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, you and Finli agree to arbitrate all “Disputes,” defined as any claim, controversy or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between you and Finli, including but not limited to any claims relating in any way to this Agreement (including its breach, termination and interpretation), any other aspect of our relationship, Finli advertising, and any use of Finli platform or Services. “Disputes” also include any claims that arose before this Agreement and that may arise after termination of this Agreement. Notwithstanding the foregoing, you or Finli may choose to pursue a claim in court and not by arbitration if you fail to timely pay amounts due. Finli may assign your account for collection, and the collection agency may pursue in any court of competent jurisdiction any claim that is strictly limited to the collection of past due amounts and any interest or cost of collection permitted by law or this Agreement.

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ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST FINLI. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) (“AAA”) according to this provision and the applicable arbitration rules. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. A form for initiating arbitration proceedings is available on the AAA's website at www.adr.org. The Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), fully applies. Arbitration hearings will be held in Los Angeles, California or any other location that is mutually agreed upon by you and Finli. You or Finli may elect to have the arbitration conducted by telephone, video conference, or based solely on written submissions, which election shall be binding on you and Finli subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone or video conference by you or by Finli, unless the arbitrator requires otherwise.

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A single arbitrator will be mutually selected by Finli and you, and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in payroll, health insurance, human resources, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If you and Finli cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon you and Finli. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Finli may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of Los Angeles, California, for any monetary amounts that you owe to Finli (each, an “Action”). You hereby waive any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Finli in such courts.

You and Finli agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the FAA shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. YOU FURTHER ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT YOU AND FINLI ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.

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The arbitration provisions shall not apply to (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (including but not limited to imminent danger or commission of a crime, hacking, or cyber-attack).

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22. Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement or any other agreement you may have with Finli are deemed to conflict with each other’s operation, Finli shall have the sole right to elect which provision remains in force.

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23. Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

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24. Assignment and Survival

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Disclaimers, User Content, Choice of Law, Indemnification, Access, all End User obligations, and Arbitration sections.

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25. Termination

We may terminate your access to the Platform if we determine the following: (1) you have violated any applicable laws while using our Platform; (2) you have violated any portion of this Agreement or any of our Platform policies; or (3) where we believe your current or future actions may legally harm Finli, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.

You may terminate this Agreement by closing your Account at any time upon thirty (30) days’ notice to us. Closing your Account does not relieve you from any obligations you may have to us or a third party pursuant to this Agreement.

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26. Entire Agreement

This Agreement along with the Privacy Policy and any other supporting agreements provided by Finli constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Where you have entered into this Agreement and the Finli Services Agreement, where the two agreements directly conflict the Finli Services Agreement shall supersede and control. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Where this Agreement conflicts with our Privacy Policy or any other documentation listed on our Platform this Agreement shall supersede and control.

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27. Amendments

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform.

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28. Force Majeure

Finli will not be liable or responsible for any delays in service, for failing to provide its services or to operate the platform or provide the Services as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, power or telecommunications outage, fire, flood, civil disobedience, government-ordered business closures, labor disruptions, strikes, lockouts, freight embargoes, terrorism, natural disaster, war, pandemics, or acts of God.

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29. Electronic Communications

The communications between you and Finli use electronic means, whether you visit the Platform or send Finli e-mails, or whether Finli posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from Finli in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Finli provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

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30. Export Controls

The Platform and the underlying information and technology may not be downloaded, accessed, or otherwise exported or re-exported (1) into (or to a national or resident of) any country to which the U.S. has currently embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Platform, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.

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31. Platform Issues and Notices

Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at support@finli.com or the address below.

Where any notices are required to be delivered, your address for such notices is your billing address, with an email copy to the email address you have provided to Finli. Finli’s address for such notices is:

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Finli must be sent to our agent for notice as set forth above.

Lastly, California Users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

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33. Additional Terms For End Users

Where a User uses any Services including but not limited to the Payment Services and Virtual Class Services, such User shall be deemed an “End User”. End Users shall be subject to the additional terms as set forth within sections 28-44 of this Agreement. As an End User you may be able to use the Payment Services to enter into transactions with another User who is a teacher, organizer, host, or trainer of the Virtual Class Services (“Finli Customer Owner”).

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34. Service Requirements; Limitations and Restrictions;Prohibited Businesses and Activities

You must use the Services in a lawful manner, and must obey all laws, rules, and regulations including but not limited to US federal and state laws (“Laws”) applicable to your use of the Services, and in compliance in all respects with any additional rules of the payment processors or banks that are utilized by us to provide the Payment Services. You may not use the Services to enable any person (including you) to benefit any activities Finli has identified as a prohibited business or activity (collectively, “Prohibited Businesses”), which include any services for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). Please review the list of Prohibited Businesses thoroughly before registering for and opening an Account. If you are uncertain whether a category of business or activity is prohibited or have questions about how these restrictions apply to you, please contact us.

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35. Limitations on Finli’s Responsibility

Neither Finli nor any other third party makes any representations or guarantees regarding Finli Customer Owners or End Users utilizing the Service. Use of our Service in no way represents any endorsement by Finli, of a Finli Customer Owner’s or End User’s existence, legitimacy, ability, policies, practices, or ability to pay. Finli does not have control of, or liability for, goods or services that are paid for with the Service. Although Finli offers the Payment Services, Finli is not a “money transmitter” as defined under 31 CFR 103.11(uu)(5) or any other United States federal or state law and you will not shall not use Finli or any Services offered by Finli as a “money transmitter”.

36. Not A Party

Finli is not a party to any contract or agreements created between an End User and a Finli Customer Owner and End Users are solely responsible for such contractual relationship. End User agrees that it is solely responsible for verifying each Finli Customer Owner it is interacting with, and verifying all elements of any transactions initiated with such Finli Customer Owners, including transaction details and any errors or omissions. End User is solely responsible for any losses that it may incur for any reason including but not limited to an inaccuracy, error, or fraud that may be incurred through the use of the Services or End User’s relationship with any Finli Customer Owner, or End User’s failure to verify any transactions prior to using the Payment Services or Virtual Class Services.

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37. End User Requirements

In addition to abiding by all terms of this Agreement in order to use the Payment Services, End User must adhere to the following:

(a) End User may be required to have a validly existing bank account with a participating United States bank. Your relationship with any bank is separate from your relationship with Finli and is governed by the bank’s applicable agreements.

(b) Prior to using the Payment Services and Virtual Class Services, End User shall verify the identity of a Finli Customer Owner and, in the event of use of the Payment Services, shall have a valid and currently existing contractual relationship with such Finli Customer Owner.

(c) End User may only use the Payment Services and Virtual Class Services for legitimate transactions with a Finli Customer Owner and in compliance with all applicable Laws.

(d) End User may not use the Payment Services and Virtual Class Services to engage in transactions with itself.

(e) End User shall verify all transactions with any Finli Customer Owner prior to using the Payment Services and Virtual Class Services for such transaction.

38. End User Representations and Warranties

By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business is accurate, up-to-date, and complete; (c) you have a currently existing contractual relationship with each Finli Customer Owner and the transactions undertaken are for permitted products, services, or donations, and any related information accurately describes the transaction contemplated; (d) you will act in good faith to resolve all disputes with any Finli Customer Owners; (e) you will comply with all Laws applicable to your business and to the use of the Services; (f) your employees, contractors and agents will at all times act consistently with the terms of this Agreement; (g) you will not use Payment Services and Virtual Class Services for personal, or family or household purposes, for peer-to-peer money transmission; (h) you have given authorization and approval to a Finli Customer Owner for any funds, Charge or fees removed from your accounts by such Finli Customer Owner while using the Payment Services and Virtual Class Services; (i) you have authorized Finli to withdraw any relevant funds, Charge or fees from an End User’s designated payment method, including but not limited to withdrawals through the National Automated Clearing House (“ACH”); and (j) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.

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39. Fees

Finli does not currently collect any fees from End Users for their use of the Payment Services and Virtual Class Services, but reserves the right to do so in the future. Where an End User participates in a transaction with a Finli Customer Owner using a credit card, Finli’s third party payment processors may charge a credit card processing fee.

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40. Third Party Rules

Finli may use third party vendors or software providers (“Networks”) to assist in processing transactions for an End User using the Payment Services and Virtual Class Services, or to provide any Services. End User agrees to abide by all Network rules and instructions from such Networks when utilizing any Services. Where such Network rules conflict with this Agreement, this Agreement shall control and supersede.

41. Account Holds

From time to time, Finli may place a hold (“Hold”) on an End User’s Account including suspending an End User’s ability to partake in transactions using the Payment Services and Virtual Class Services. Some of the reasons that we may place a Hold on an End User’s Account include but are not limited to the following: (1) if we have reason to believe that your actions have violated this Agreement, may harm our business, are deceptive, misleading, unlawful, or have harmed a third party or interfere with a third party contractual right; (2) at the request of another user of the Services or if you have an ongoing dispute with a Finli Customer Owner or Finli; (3) if your Account has remained inactive for some period of time; or (4) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under any Laws that Finli is subject to. If you have questions about a Hold we have placed on your account, or need information about how to resolve the Hold, please contact us. Additionally, we may suspend your access to the Services while a Hold is in place.

42. Right to Audit

Where requested by Finli, End User shall cooperate with any reasonable requests to audit financial books and records of End User in relation to End User’s use of the Services.

43. Account Adjustments

When using the Payment Services and Virtual Class Services, End User authorizes Finli to withdraw money in connection with any transactions requested by a Finli Customer Owner and further authorizes Finli to make any adjustments to such bank accounts or payment methods designated by the End User as required to provide the Payment Services and Virtual Class Services.

44. Taxes

Where Finli does not collect taxes for any transactions, End User agrees to pay for any taxes due and owing for any transactions made through the Payment Services and Virtual Class Services. End User agrees to comply with any requests to submit any tax documentation, as requested by Finli and shall reasonably assist Finli with any requests related to its tax compliance. End User agrees that Finli cannot and will not provide End User with any tax advice; any such questions should be directed to End User’s tax attorney or other tax professional.

45. Refunds, Reversals, and Chargebacks

End Users agree that Finli Customer Owners are solely responsible for issuing any refunds or reversals for any transactions made using the Payment Services and Virtual Class Services. Where End User requires a refund or reversal of any charge, End User agrees to promptly contact the Finli Customer Owner so that such refund or reversal may be processed. End User agrees that it shall not chargeback any amounts paid to a Finli Customer Owner and any chargeback may result in a Hold or in termination of this Agreement. Finli shall not be liable to an End User for any refunds or reversals that fail to be issued by a Finli Customer Owner, except where a Finli Customer Owner authorized a refund or reversal.

46. Disputes With Other Users

Where End User has a dispute with any other party (excluding Finli) while using the Services, End user agrees to solely resolve such dispute with such other party. Finli is not a party to and not liable for resolving any such disputes. At its discretion, Finli may assist End User in resolving such dispute, but Finli has no obligation to assist with any such disputes. Where Finli assists in any disputes, End User agrees to reasonably cooperate with any informational requests related to such a dispute. Where a dispute has occurred or where Finli suspects that a dispute may occur, Finli may suspend the Services and place a Hold on End User’s Account with no liability to Finli.

47. No Agency

Nothing in this Agreement will be construed to create a partnership, joint venture, agency, or employer-employee relationship. During the course of this Agreement, User or End User may not attempt to obligate Finli in any manner or hold itself out to be a representative of Finli in any capacity. For purposes of this Agreement, Finli is solely a contractor to User or End User with respect to the rights, restrictions and obligations set forth in this Agreement, and is not a contracting party to any contractual relationship between User or End User and Customer Owner.